EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                      -OF-
                        ESPEY MANUFACTURING COMPANY, INC.
               PURSUANT TO ARTICLE II OF THE STOCK CORPORATION LAW

            WE, the undersigned for the purpose of forming a corporation
pursuant to Article II of the Stock Corporation Law of the State of New York
certify:

            FIRST: The name of the corporation shall be "ESPEY MANUFACTURING
COMPANY, INC."

            SECOND: The purposes for which it is to be formed are as follows

      1. To do a general wholesale and retail business in radio equipment,
supplies and accessories; to manufacture, repair, buy, sell, lease, import,
export and generally deal in all kinds of radio apparatus, equipment and
appliances for the sending and receiving of radio and wireless messages and also
to manufacture, buy, sell, lease, import and export and generally deal in
machinery and all kinds of such mechanical devices and engineering appliances as
are generally manufactured, bought, sold, leased, imported, exported and dealt
in by manufacturers and dealers in a similar line of business; to construct,
purchase or otherwise acquire, deal in, sell, hire, lease, use, repair, operate
and maintain radio and wireless equipment and apparatus of every kind and
character whatsoever and all parts, appliances, accessories and machinery which
are or can be properly used in connection therewith or which may be adapted for
use in the construction of, upon or in connection with the same, also generating
and propelling apparatus, motor power and machinery thereof.

      2. To purchase, hire, or otherwise acquire, take, own, hold, improve,
develop, plan, deal in and with, manufacture, mortgage or otherwise encumber,
and to lease, sell, exchange, transfer or in any other manner whatsoever dispose
of or contract in any manner in regard to any real property and any interest or
estate therein within or without the state of New York wheresoever situated.

      3. To apply for, obtain, purchase or otherwise acquire, and to register,
hold, own, use, sell or otherwise dispose of any and all trade marks, trade
names, processes, brands, formulae, trade secrets, inventions and devices of all
kinds whether secured under letters patent of the United States, or any foreign
country, patent rights, licenses and privileges, inventions, improvements and
processes, copyrights, trade marks and trade names, and to develop, work and
operate, and to grant sublicenses concerning the same, and to pay and receive
royalties and other emoluments therefore, and to carry on any business of
manufacturing or otherwise which may directly or indirectly effectuate these
objects, or any of them.

      4. To enter into, make, perform and carry out contracts of every kind,
which may be necessary for or incidental to the business of the corporation,
with any person, firm, corporation, private, public or municipal body politic,
under the government of the United States, or any territory, district,
protectorate, dependency or insular or other possession or acquisition of the
United states, or any foreign government, so far as and to the extent that the
same may be done and performed by a corporation organized under the Stock
Corporation Law.

      5. Subject to the restrictions or limitations imposed by law, to subscribe
or cause to be subscribed for, to purchase or otherwise acquire, hold, own,
sell, assign, transfer, mortgage, pledge, exchange, distribute and otherwise
dispose of and deal in the whole or any part thereof, the shares of the capital
stock, bonds, debenture stock, obligations, coupons, mortgages, deeds of trust,
debentures or other securities or evidences of indebtedness of other
corporations, domestic or foreign, and the good will, rights, assets and
property of any and every kind, or any part thereof, of any person, firm or
corporation, domestic or foreign, and if desirable to issue in exchange
therefore the stock, bonds or other obligations of this company, and while the
owner of such shares of the capital stock to exercise all rights, powers and
privileges of ownership, including the power to vote thereon; and for any and
all lawful purposes, in the course of the transaction of the business and
affairs of the corporation, to acquire real and personal property, rights and
interests of every nature, and to execute and issue bonds, debentures and other
negotiable or transferable instruments, and to mortgage or pledge any and all of
the property of the corporation; to secure such bonds, debentures or other
instruments upon such terms and conditions as may be set forth in the instrument
or instruments mortgaging or pledging the same, or in any deed, contract or
other instrument relating thereto. Shares of stock in other corporations held by
this corporation shall be voted by such officer or officers of this corporation
as the board of directors by a majority vote shall


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designate for that purpose, or by a proxy thereunto duly authorized by like vote
of said board, except as otherwise ordered by vote of the holders of a majority
of the shares outstanding and entitled to vote.

      6. To lend money to any corporation, partnership, person, firm,
corporation or association upon the securing of his or their or its undertaking,
property, estate, assets and effects or any part thereof, and upon such terms as
the board of directors may deem expedient, but nothing herein shall be construed
to authorize the making of loans which a corporation organized under the Stock
Corporation Law in forbidden to make.

      7. To act as agents, other than as fiscal or transfer agents, for others
in any business, or for any purpose and upon any terms, and with or without
remuneration.

      8. To make any guarantee respecting dividends, shares of stock, bonds,
debentures, contracts and other obligations, to the extent that such powers may
be exercised by corporations organized under the Stock Corporation Law.

      9. No contract or other transaction between the corporation and any other
corporation shall be affected or invalidated by the fact that any one or more of
the directors of this corporation is or are interested in, or is a director or
officer, or any directors or officers of such other corporation, and any
director or directors, individually or jointly, may be a party or parties to, or
may be interested in, any contract or transaction of this corporation or in
which this corporation is interested; and no contract, act or transaction of
this corporation with any person or persons, firm or corporation, shall be
affected or invalidated by the fact that any director or directors of this
corporation is a party, or are parties to or interested in such contract, act or
transaction, or in any way connected with such person or persons, firm or
association, and each and every person who may become a director of this
corporation is hereby relieved from any liability that might otherwise exist
from contracting with the corporation for the benefit of himself or any firm,
association or corporation in which he may be in anywise interested.

      10. The corporation may have offices, agencies, or branches, conduct its
business or any part thereof, purchase, lease or otherwise acquire, hold,
mortgage and convey real and personal property, and do all or any of the acts
and things herein set forth as purposes and such other acts and things as may be
requisite for the corporation in the convenient transaction of its business,
outside the State of New York, as well as within the state, and in any or all
the other states of the United states, in the district of Columbia, in any of
the territories, districts, protectorates, dependencies or insular or other
possessions or acquisitions of the United States, and in any or all foreign
countries.

      11. The corporation shall have the power to do any and all things set
forth as its objects to the same extent and as fully as a natural person might
or could do, and to do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes or the attainment of any of the objects or
the furtherance of any of the powers hereinbefore set forth, either alone or
associated with other corporations, firms or individuals, and to do any other
act or acts, thing or things, incidental or pertaining to or growing out of, or
connected with the aforesaid business, or powers, or any part or parts thereof,
provided the same be not inconsistent with the law under which this corporation
is organized.

      12. The purposes and powers specified in the clauses contained in article
Second of this certificate shall, except when otherwise expressed in said
article, be in no wise limited or restricted by reference to, or inference from,
the terms of any other clause of this or any other article in this certificate,
but the purposes and powers specified in each of the clauses of this article
shall be regarded as independent purposes and powers, and the specification
herein contained of particular powers of the corporation is not intended to be,
and is not in limitation but in furtherance of the powers granted to
corporations organized under the Stock Corporation Law under, and in pursuance
of the provisions of which this corporation is formed.

      13. Nothing in this Certificate contained, however, shall authorize the
corporation to carry on any business or exercise any powers in any State or
County in which a similar corporation organized under the laws of such state or
county could not carry on or exercise, or to engage in the State of New York in
any business or to do anything except such as may lawfully be engaged in or done
by a corporation organized under the Stock Corporation Law of the State of New
York.

            THIRD: The total number of shares that may be issued by the
corporation is two hundred (200) all of which are to be of one class and without
par value.


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            FOURTH: The capital of the corporation shall be at least equal to
the sum of the aggregate par value of all issued shares having par value, plus
the aggregate amount of consideration received by the corporation for the
issuance of shares without par value, plus such amounts as from time to time by
resolution of the Board of Directors may be transferred thereto.

            FIFTH: The office of the corporation is to be located in the Borough
of Manhattan, City, County and State of New York.

            SIXTH: Its duration is to be perpetual.

            SEVENTH: The number of its directors is to be three (3). The
directors need not be stockholders.

            EIGHTH: The names and post office addresses of the directors until
the first annual meeting of stockholders are as follows:

              NAMES                            POST OFFICE ADDRESSES
         Harold Shevers                    58 Warren Street, N.Y. City
         Nathan Pinsky                     58 Warren Street, N.Y. City
         Gulian V. Weir                    58 Warren Street, N.Y. City

            NINTH: The names and post office addresses of the subscribers of
this certificate and a statement of the number of shares of stock which each
agrees to take, are as follows:

              NAMES              POST OFFICE ADDRESSES             NO. OF SHARES
              Harold Shevers     58 Warren St., N.Y. City                1
              Nathan Pinsky      58 Warren St., N.Y. City                1
              Gulian V. Weir     58 Warren St., N.Y. City                1

            TENTH: All the subscribers of this certificate are of full age; at
least two thirds of them are citizens of the United States, and at least one of
them is a resident of the State of New York. All of the persons named as
directors are of full age and at least one of them is a citizen of the United
States and a resident of the State of New York.

            ELEVENTH: The corporation shall issue and sell its authorized shares
without par value of such consideration as may from time to time be fixed by the
Board of Directors.

            IN WITNESS THEREOF, we have made, signed, acknowledged and filed
this certificate in duplicate, this 30th day of June, one thousand nine hundred
and twenty eight.


                                                       Harold Shevers (L.S.)
                                                       Nathan Pinsley (L.S.)
                                                       Gulian V. Weir (L.S.)


37
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1st amendment

         CERTIFICATE OF INCREASE OF CAPITAL STOCK AND NUMBER OF SHARES
                      OF ESPEY MANUFACTURING COMPANY INC.
            PURSUANT TO SECTIONS 36 AND 37 OF STOCK CORPORATION LAW.

      WE, HAROLD SHEVERS and NATHAN PINSKY, being respectively the President of
Espey Manufacturing Company, Inc. and the Secretary thereof, certify,

      1. The name of the Corporation is ESPEY MANUFACTURING COMPANY, INC.

      2. The certificate of incorporation was filed in the office of the
Secretary of State on July 9, 1928.

      3. The total number of shares which the Corporation is already authorized
to issue is 200, all of which are issued and outstanding and all of which have
no par value.

      4. The shares already authorized are not classified.

      5. The statements respecting the capital of the Corporation contained in
its certificate of incorporation are the following:

            "The capital of the corporation shall be at least equal to the sum
            of the aggregate par value of all issued shares having par value,
            plus the aggregate amount of consideration received for the issuance
            of shares without par value, plus such amounts as from time to time
            by resolution of the Board of Directors may be transferred thereto".

      6. The total number of shares including those previously authorized which
the Corporation may henceforth have, is 200 shares no par value, and 500 shares
6% preferred stock of the par value of $100.00 each.

      7. It is not proposed to change authorized shares issued or unissued.

      8. The designations, preferences, privileges, voting powers, restrictions
or qualifications of the new shares shall be as follows: There shall be 500 new
shares, each of the par value of $100.00; the said new shares shall be known as
6% preferred shares; the said new shares shall be preferred over the shares
already authorized as to dividends only, non-cumulatively, at the rate of six
(6%) percent per annum; the said new shares shall have no voting power; the
shares previously authorized and the new shares shall participate equally in the
assets of the corporation. Except as herein qualified by the authorization of
and preferences, designations and privileges granted the new shares, the
designations, preferences, privileges and voting powers of the already
authorized shares of stock of the Corporation and the restrictions and
qualifications thereof shall remain as heretofore.

      IN WITNESS WHEREOF, we have made and subscribed this certificate in
triplicate this 10th day of February, 1940.


                                                 Harold Shevers
                                                 --------------
                                                 PRESIDENT


                                                 Nathan Pinsley
                                                 --------------
                                                 SECRETARY


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2nd amendment

                 CERTIFICATE ADDING PROVISIONS TO CERTIFICATE OF
                   INCORPORATION, AND INCREASING THE NUMBER OF
                                    DIRECTORS

                        ESPEY MANUFACTURING COMPANY, INC.
             (Pursuant to section 35 of the Stock Corporation Law.)

      The undersigned, officers of Espey Manufacturing Company, Inc. do hereby
certify as follows;

      1. The name of the Corporation is ESPEY MANUFACTURING COMPANY INC.

      2. The Certificate of Incorporation was filed in the office of the
Secretary of State on July 9, 1928, and a Certificate of Amendment increasing
the capital stock was filed in the office of the Secretary of State on February
26, 1940.

      3. The following is to be added to the Certificate of Incorporation as
Article "Twelfth".

            "Each person who is, has been or hereafter becomes a director or
            officer of the Corporation, or who is, has been or hereafter becomes
            a director or officer of any corporation which he served as such at
            the request of the Corporation, and the estate of each such person,
            shall be indemnified by the Corporation against the reasonable
            expenses, including attorneys' fees, actually and necessarily
            incurred by him in connection with the defense of any action, suit
            or proceeding in which such person or estate is a party by reason of
            the fact that he, his testator or intestate is or was a director or
            officer of the Corporation, or of any corporation which he served as
            such at the request of the Corporation, or in connection with any
            appeal therein, except in relation to matters as to which it shall
            be finally adjudged in such action, suit or proceeding that such
            officer or director is liable for negligence or misconduct in the
            performance of his duties. The right of indemnification shall also
            include indemnification for the reasonable cost of a settlement made
            with a view to avoiding costs of litigation. The determination of
            the amount payable by way of indemnification shall be made either by
            the court in such litigation or by the vote of a majority of the
            entire Board of Directors but the director or directors to be
            indemnified shall not vote thereon. Such rights of indemnification
            shall not be deemed exclusive of any other rights or remedies which
            such director or officers may have independent hereof. In the event
            that the determination of an amount payable by way of indemnity is
            by the Board of Directors or in any manner otherwise than pursuant
            to court order, the corporation shall, within eighteen months from
            the date of payment, mail to its stockholders of record at the time
            entitled to vote for the election of directors a statement
            specifying the persons paid, the amounts of the payments, and the
            final disposition of the litigation. The Corporation shall have the
            right to intervene in and defend all such actions, suits or
            proceedings brought against any person or former director or
            officers of the Corporation."

      4. The number of directors previously authorized is three (3), and the
number of directors is to be increased to not less than three (3) nor more than
seven (7).

      IN WITNESS WHEREOF, the undersigned have signed this Certificate this 30th
day of August, 1946.


                                                  Nathan Pinsley
                                                  --------------
                                                  President


                                                  Morris Pinsley
                                                  --------------
                                                  Secretary


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3rd Amendment

             CERTIFICATE PROVOIDING FOR AN INCREASE IN THE AMOUNT OF
                CAPITAL STOCK, FOR CHANGING PREVIOUSLY AUTHORIZED
                  SHARES INTO A DIFFERENT NUMBER OF SHARES AND
                 CLASS OF STOCK AND FOR ELIMINATION OF PREFERRED
                                      STOCK
                                      -of-

                        ESPEY MANUFACTURING COMPANY, INC.
             (pursuant to Section 36 of the Stock Corporation Law.)

      The undersigned, officers of Espey Manufacturing Company, Inc., do hereby
certify as follows:

      1. The name of the Corporation is ESPEY MANUFACTURING COMPANY, INC.

      2. The Certificate of Incorporation was filed in the office of the
Secretary of State on July 9, 1928; and a Certificate of Amendment increasing
the capital stock was filed in the Office of Secretary of State on February 26,
1940.

      3. The total number of shares which the Corporation is presently
authorized to issue is two hundred (200) shares of common Stock, no par value,
and five hundred (500) shares six (6%) percent preferred stock of the par value
of One hundred ($100.) Dollars each.

      4. The number of shares of each class of stock previously issued and
outstanding is; 200 shares of common stock, no par value

      5. The designations, preferences, privileges and voting powers of of the
shares of each class, and the restrictions and qualifications thereof are as
follows:

            a) The two hundred (200) shares of common stock, no par value, have
complete voting rights.

            b) The five hundred (500) shares 6% preferred stock of par value of
One hundred ($100) Dollars each, are preferred over the authorized Common stock
as to dividend only, non-cumulative, at the rate of six (6%) per anum and said
shares have no voting power. The common stock and preferred stock share equally
in the assets of the Corporation.

      6. The statements respecting the capital of the Corporation contained in
its certificate of incorporation are the following:

            "The capital of the corporation shall be at least equal to the sum
            of the aggregate par value of all issued shares having par value,
            plus the aggregate amount of consideration received from the
            issuance of shares without par value, plus such amounts as from time
            to time by resolution of the Board of Directors may be transferred
            thereto."

      7. The amount of capital stock which the Corporation shall have hereafter
is three hundred thousand ($300,000.) Dollars, of common stock.

      8. The total number of shares of common stock which the Corporation may
henceforth have is three hundred thousand (300,000) shares, all of which are to
have a par value of One ($1.) Dollar each.

      9.    a) It is proposed to change all the previously authorized common
stock without par value, issued and unissued, into shares of new common stock
with a par value of One ($1.) Dollar each, on the basis of five hundred (500)
shares of new common stock for each share of previously authorized common stock.

            b) It is proposed to eliminate all the previously authorized six
(6%) percent preferred stock with a par value of One hundred ($100.) Dollars
each.

      10. No holder of any shares of this Corporation shall have a preemptive or
other right to purchase, subscribe for or take any part of any stock of this
Corporation issued, optioned or sold by it whether the stock issued, optioned or
sold be stock authorized by the Certificate of Incorporation or any amended
certificate heretofore or hereafter duly filed. Any part of the capital stock of
this corporation authorized by this certificate, or any amended certificate, may
at any time be issued, optioned for sale and sold or disposed


40
<PAGE>

of by this Corporation pursuant to resolution of its Board of Directors to such
persons and upon such terms and conditions as may, to such Board seem proper and
advisable without first offering the said stock or any part thereof to existing
stockholders.

      IN WITNESS WHEREOF, the undersigned have signed this Certificate this 30th
day of August, 1946.


                                                          Nathan Pinsley
                                                          --------------
                                                          President


                                                          Morris Pinsley
                                                          --------------
                                                          Secretary


41
<PAGE>

4th Amendment

            CERTIFICATE PROVIDING FOR A CHANGE OF PART OF PREVIOUSLY
            AUTHORIZED STOCK INTO SAME NUMBER OF SHARES OF DIFFERENT
            CLASS

                        ESPEY MANUFACTURING COMPANY, INC.
               Pursuant to Section 36 of the Stock Corporation Law

      The undersigned, officers of Espey Manufacturing Company, Inc. do hereby
certify as follows:

      1. The name of the corporation is ESPEY MANUFACTURING COMPANY, INC.

      2. The certificate of Incorporation was filed in the office of the
Secretary of State on July 9, 1928; and Certificates of Amendment increasing the
capital stock were filed in the office of the Secretary of State on February 26,
1940 and October 7, 1946 respectively.

      3. The total amount previously authorized capital stock is $300,000,
consisting of 300,000 shares of common stock having a par value of One ($1)
Dollar per share, of which 137,721 shares are issued and outstanding.

      4. The above shares already authorized are not classified.

      5. The total amount of capital stock, which the corporation is hereafter
to have is $300,000.

      6. The total number of shares, which the corporation may henceforth have,
is 300,000 shares, all of which shall be common, par value One ($1) Dollar, of
which 47,721 shares shall be Class A Stock and 252,279 shares shall be Common
Stock without reclassification.

      7. It is proposed to change 47,721 of previously authorized shares of
Common Stock, par value One ($1) Dollar, issued, into Class A Stock of One ($1)
Dollar Par value, on the basis of share for share.

      8. The designations, preferences, privileges and voting powers of the
shares of each class and the restrictions and qualifications thereof are as
follows:

                  The holders of Class A Stock shall be entitled to receive,
            when and as declared by the Board of Directors of the corporation,
            dividends at the rate of 30 cents per year before any dividends are
            payable to holders of Common Stock; such dividends shall be
            noncumulative, shall be payable at such times in each year as
            appears advisable in the discretion of the Board of Directors and
            shall accrue only after date of declaration. In the event the Board
            of Directors shall declare in any year a dividend in excess of 30
            cents per share, then the holders of Class A Stock and Common Stock
            shall share equally on a pro rata basis share for share in the
            amount in excess of 30 cents per share.

                  The holders of Class A Stock and of Common Stock shall have
            the same voting rights share for share, shall share pro rata share
            for share in the corporate assets in any dissolution, liquidation or
            winding up of the corporation and shall in all respects other than
            priority per share of Class A Stock to 30 cents in dividends, have
            equal rights share for share.

      IN WITNESS WHEREOF, the undersigned have signed this certificate this 30th
day of December, 1947.


                                                    Nathan Pinsley
                                                    --------------
                                                    Nathan Pinsley, President


                                                    Morris Pinsley
                                                    --------------
                                                    Morris Pinsley, Secretary


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5th Amendment

            CERTIFICATE PROVIDING FOR A CHANGE OF CLASS A STOCK,
            PREVIOUSLY AUTORIZED, INTO THE SAME NUMBER OF SHARES
            OF COMMON STOCK

      We, Nathan Pinsley and Morris Pinsley, being respectively the president of
Espey Manufacturing Company, Inc., and the secretary thereof, certify:

      1. The name of the Corporation is Espey Manufacturing Company, Inc.

      2. The certificate of incorporation was filed in the office of the
Secretary of State on July 9, 1928.

      3. The certificate of incorporation as amended by the certificate for a
change of part of stock into stock of a different class, heretofore filed in the
Office of the Secretary of State on January 2, 1948, provides that the capital
stock is $300,000 consisting of 300,000 shares having a par value of $1 per
share, of which 47, 721 shares are Class A Stock and 252, 279 shares are common
stock.

      4. The number of shares of Class A Stock issued and outstanding is,
44,296, and the number of shares of common shares of common stock issued and
outstanding is 93, 425 shares.

      5. Pursuant to authorization in subdivision "2" of Section 35 of the Stock
Corporation Law, the certificate of incorporation as amended, is hereby amended,
is hereby amended as follows:

            (a) The previously authorized 47,721 shares of Class A Stock of the
par value of $1 each, are hereby changed, and this Corporation shall have in
place thereof 47,721 Common shares of the par value of $1 each.

            (b) The amount of the capital stock of the Corporation is unchanged.

            (c) The total number of shares which the Corporation shall hereafter
have is 300,000 shares, all of which shall be Common stock of the par value of
$1 each.

      6. The 47,721 shares of previously authorized Class A Stock, par value One
($1.00) Dollar, shall be changed into Common stock of One ($1.00) par value per
share, on the basis of share for share.

      7. Paragraph "8" of the certificate of amendment filed on the Office of
the Secretary of State on January 2, 1948, amending the Certificate of
Incorporation, and relating to the designations, preferences, privileges and
voting powers, is hereby eliminated.

      IN WITNESS WHEREOF, the undersigned have signed this Certificate this 19th
day of September, 1950.


                                                   Nathan Pinsley
                                                   --------------
                                                   Nathan Pinsley,  President


                                                   Morris Pinsley
                                                   --------------
                                                   Morris Pinsley,  Secretary


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<PAGE>

6th Amendment

                            CERTIFICATE OF AMENDMENT
                                       Of
                          CERTIFICATE OF INCORPORATION
                                       Of
                        ESPEY MANUFACTURING COMPANY INC.
              (Pursuant to section 36 of the Stock Corporation Law)

      We, Nathan Pinsley and Sol Pinsley, being respectively the President of
ESPEY MANUFACTURING COMPANY, INC. and the Secretary thereof, certify:

      1. The name of the Corporation is ESPEY MANUFACTURING COMPANY INC.

      2. The Certificate of Incorporation was filed in the Office of the
Secretary of State on July 9, 1928.

      3. The Certificate of Incorporation as amended by the Certificate filed in
the Office of the Secretary of State on September 21, 1950, provides that the
capital stock is $300,000, consisting of 300,000 shares of common stock having a
par value of $1 each.

      4. The number of shares of common stock issued and outstanding is 155,721.

      5. The Certificate of Incorporation as amended is hereby amended to change
the name of the Corporation pursuant to section forty of the General Corporation
Law, and to increase the capital stock and the number of shares, pursuant to
authorization in subdivision 2 of Section 35 of the Stock Corporation Law, as
follows:

            a) The name of the Corporation shall be ESPEY MFG. & ELECTRONICS
CORP.

            b) The amount of the capital stock which this Corporation shall have
is $750,000. The total number of shares which the Corporation shall have is
750,000 shares of common stock with a par value of $1 each.

      IN WITNESS WHEREOF, the undersigned have signed this Certificate this 21st
day of March, 1960.


                                                Nathan Pinsley
                                                --------------
                                                Nathan Pinsley  President


                                                Sol Pinsley
                                                -----------
                                                Sol Pinsley Secretary


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7th Amendment

                              CERTIFICATE OF CHANGE
                                      AS TO
                         ESPEY MFG. & ELECTRONICS CORP.
           Pursuant to Section 805-A of the Business Corporation Law.

      The undersigned, being the President and Secretary of ESPEY MFG. &
ELECTRONICS CORP., do certify and set forth:

      1. The name of the Corporation is ESPEY MFG. & ELECTRONICS CORP. The
Corporation was formed under the name of ESPEY MANUFACTURING COMPANY, INC.

      2. The Certificate of Incorporation of ESPEY MFG. & ELECTRONICS CORP. was
filed on July 9, 1928.

      3. The Certificate of Incorporation of ESPEY MFG. ELECTRONICS CORP. is
hereby changed, pursuant to the Business Corporation Law 803 (b) (1) to effect a
change in the location of the office of the corporation, and pursuant to the
Business Corporation Law 803 (b) (2) to change the post office address to which
the Secretary Of State shall mail a copy of any process against the Corporation
served upon him.

      4. Paragraph "FIFTH" of the Certificate of Incorporation is hereby changed
as follows:

            FIFTH: The office of the Corporation is to be located in Great Neck,
            County of Nassau, and State of New York.

      5. The Certificate of Designation portion (filed May15, 1956) of the
Certificate of Incorporation, is hereby changed as follows:

            That the address to which the Secretary of State shall mail a copy
            of any process against the Corporation which may be served upon him
            pursuant to law is c/o Morris Pinsley, Esq. 200 West 57th Street,
            New York, New York.

      6. The manner in which these changes to the Certificate of Incorporation
of ESPEY MFG & ELECTRONICS CORP. were authorized was by resolutions adopted by
unanimous vote of the Board of Directors on October 28,1966.

      IN WITNESS WHEREOF, the undersigned have executed and signed this
certificate this 12th day of November 1966.


                                                           Nathan Pinsley
                                                     Nathan Pinsley, President


                                                            Sol Pinsley
                                                       Sol Pinsley, Secretary


45
<PAGE>

8th Amendment

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                         ESPEY MFG. & ELECTRONICS CORP.
                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

      The undersigned President and Secretary of Espey Mfg. & Electronics Corp.,
pursuant to Section 805 of the Business Corporation Law of the State of New
York, do hereby certify as follows:

      FIRST: The name of the corporation is Espey Mfg. & Electronics Corp.

      SECOND: The certificate of incorporation of the corporation was filed by
the Department of State on July 9, 1928 under the name ESPEY MANUFACTURING
COMPANY, INC.

      THIRD: The amendment of the certificate of incorporation as heretofore
amended effected by this certificate of amendment is to increase the authorized
number of shares which the corporation is authorized to issue from 750,000
shares of common stock to 2,250,000 shares of common stock and to reduce the par
value per share from $1 to $.33 1/3. There is no change in the amount of the
capital stock.

         FOURTH: To accomplish the foregoing change, the provision of the
certificate of incorporation relating to the capital stock of the corporation is
amended to read as follows:

            "The amount of the capital stock which this Corporation shall have
            is $750,000. The total number of shares which the Corporation is
            authorized to issue is 2,250,000 shares of common stock with a par
            value of $.33 1/3 each."

      FIFTH: The foregoing amendment to the certificate of incorporation was
authorized by the majority vote of the shareholders entitled to vote at the
Annual Meeting of Shareholders held on December 2, 1983.

      IN WITNESS WHEREOF, we hereunto sign our name and affirm that the
statements made herein are true under the penalty of perjury this 2nd day of
December, 1983.


                                                 Sol Pinsley
                                                 -----------
                                                 Sol Pinsley, President


                                                 Frieda Pinsley
                                                 --------------
                                                 Freda Pinsley, Secretary


46
<PAGE>

9th Amendment

                              CERTIFICATE OF CHANGE
                                       OF
                         ESPEY MFG. & ELECTRONICS CORP.
               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

      The undersigned, being the President and the Secretary of Espey Mfg. &
Electronics Corp., do hereby certify and set forth:

      1. The name of the corporation is Espey Mfg. & Electronics Corp. The name
under which the corporation was formed is Espey Manufacturing Company, Inc.

      2. The certificate of incorporation of the corporation was filed by the
Department Of State on July 9, 1928.

      3. The certificate of incorporation of Espey Mfg. & Electronics Corp. is
hereby changed to effect a change in the location of the office of the
corporation pursuant to 801(b) (3) of the Business Corporation Law.

      4. Paragraph "FIFTH" of the certificate of incorporation which sets forth
the location of the office of the corporation is hereby changed as follows:

            FIFTH: The office of the corporation is to be located is Saratoga
            Springs, State of New York, Saratoga County.

      5. The manner in which the foregoing change to the certificate of
Incorporation of Espey Mfg. & Electronics Corp. was authorized was by resolution
adopted by majority vote of the Board of Directors.

      6. The post office address to which the Secretary of State shall mail a
copy of any process against the corporation served upon him is hereby changed,
Pursuant to 803 (b) (2) of the Business Corporation Law, as follows:

            Espey Mfg. & Electronics Corp.
            Ballston and Congress Avenues
            Saratoga Springs, New York 12866

      7. The manner in which the foregoing change of the post office address to
which the Secretary of State shall mail a copy of any process against the
Corporation served upon his was authorized was by majority vote of the board of
directors.

      IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalty of perjury this 16th day Of
July, 1984.


                                                      Sol Pinsley
                                                      -----------
                                                      Sol Pinsley, President


                                                      Frieda Pinsley
                                                      --------------
                                                      Frieda Pinsley, Secretary


47
<PAGE>

10th Amendment

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                         ESPEY MFG. & ELECTRONICS CORP.
                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

      The undersigned President and Secretary of Espey Mfg. & Electronics Corp.,
pursuant to Section 805 of the Business Corporation Law of the State of New
York, do hereby certify as follows:

      FIRST: The name of the corporation is Espey Mfg. & Electronics Corp.

      SECOND: The certificate of incorporation of the corporation was filed by
the Department of State on July 9, 1928 under the name ESPEY MANUFACTURING
COMPANY, INC.

      THIRD: The amendment of the certificate of incorporation as heretofore
amended effected by this certificate of amendment is to eliminate the personal
liability of directors to the corporation or its shareholders for damages for
any breach of duty in such capacity to the fullest extent permitted by section
four hundred and two, paragraph (b) of the business corporation law, as added by
Chapter 367 of the Laws of 1987.

      FOURTH: To accomplish the foregoing amendment, there is added to the
certificate of incorporation a new article THIRTEENTH reading as follows:

            "THIRTEENTH: The personal liability of the directors of the
            corporation is hereby eliminated to the fullest extent permitted by
            the provisions of paragraph (b) of Section 402 of the Business
            Corporation Law of the State of New York, as the same may be amended
            and supplemented."

      FIFTH: The foregoing amendment to the certificate of Incorporation was
authorized by the majority vote of the shareholders entitled to vote at the
Annual Meeting of Shareholders held on December 11, 1987.

      IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalty of perjury the 11th day of
December, 1987.


                                                    Sol Pinsley
                                                    -----------
                                                    Sol Pinsley, President


                                                    Frieda Pinsley
                                                    --------------
                                                    Frieda Pinsley, Secretary


48
<PAGE>

11th Amendment

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                         ESPEY MFG. & ELECTRONICS CORP.
                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

      The undersigned President and Secretary of Espey Mfg. & Electronics Corp.,
pursuant to Section 805 of the Business Corporation Law of the State of New
York, do hereby certify as follows:

      FIRST: The name of the corporation is Espey Mfg. & Electronics Corp.

      SECOND: The certificate of incorporation of the corporation was filed by
the Department of State on July 9, 1928 under the name ESPEY MANUFACTURING
COMPANY, INC.

      THIRD: The amendment of the certificate of incorporation, as heretofore
amended, effected by this certificate of amendment is to increase the number of
directors which shall constitute the whole Board of Directors from seven to
nine.

      FOURTH: To accomplish the foregoing amendment, the first sentence of
Article SEVENTH of the certificate of incorporation, as heretofore amended, is
amended to read as follows:

            "The number of directors shall be not less than three nor more than
            nine."

      FIFTH: The foregoing amendment to the certificate of incorporation was
authorized by the Board of Directors at a meeting duly held on September 18,
1992 and was followed by the authorization of such amendment by a majority vote
of the shareholders entitled to vote at the annual meeting of shareholders held
on December 11, 1992.

      IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalty of perjury this 11th day of
December, 1992.


                                                Sol Pinsley
                                                -----------
                                                Sol Pinsley, President


                                                Reita Wojtowecz
                                                ---------------
                                                Reita Wojtowecz, Secretary


49
<PAGE>

12th Amendment

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                         ESPEY MFG. & ELECTRONICS CORP.
                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

      The undersigned President and Secretary of Espey Mfg. & Electronics Corp.,
pursuant to Section 805 of the Business Corporation Law of the State of New
York, do hereby certify as follows:

      FIRST: The name of the corporation is Espey Mfg. & Electronics Corp.

      SECOND: The certificate of incorporation of the corporation was filed by
the Department of State on July 9, 1928 under the name ESPEY MANUFACTURING
COMPANY, INC.

      THIRD: The amendment of the certificate of incorporation, as heretofore
amended, effected by this certificate of amendment is to provide that nine is
the number of Directors which shall constitute the entire Board of Directors and
to divide the Board into three classes of three directors each, with the term of
office of the respective Class A, B and C directors expiring on the first,
second and third annual meetings following the election of the first classified
Board, and after the election of the first classified Board, directors of each
class are to be elected for a term of three years.

      FOURTH: To accomplish the foregoing amendment, the first sentence of
Article SEVENTH of the certificate of incorporation, as heretofore amended, is
amended to read as follows:

            "The entire Board of Directors shall consist of nine persons. The
            directors shall be divided into three classes, each class to consist
            of three directors. The term of office of the first class (Class A)
            shall expire at the first annual meeting of the Company after their
            election, the term of office of the second class (Class B) shall
            expire at the second succeeding annual meeting, and the third class
            (Class C) at the third succeeding annual meeting. At each annual
            meeting after the election of the first classified Board, directors
            shall be elected for a term of three years to replace those whose
            terms shall expire."

      FIFTH: The foregoing amendment to the certificate of incorporation was
authorized by the Board of Directors at a meeting duly held on October 26, 1993
and was followed by the authorization of such amendment by a majority vote of
the shareholders entitled to vote at the annual meeting of shareholders held on
December 10, 1993.

      IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalty of perjury this 10th day of
December, 1993.


                                                    Sol Pinsley
                                                    -----------
                                                    Sol Pinsley, President


                                                    Reita Wojtowecz
                                                    ---------------
                                                    Reita Wojtowecz, Secretary


50
<PAGE>

13th Amendment

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                         CERTIFICATE OF INCORPORATION OF
                         ESPEY MFG. & ELECTRONICS CORP.
                Under Section 805 of the Business Corporation Law

      IT IS HEREBY CERTIFIED THAT:

      (1) The name of the Corporation is: Espey Mfg. & Electronics Corp. (the
"Corporation"). The name under which the Corporation was formed in "Espey
Manufacturing Company, Inc."

      (2) The Certificate of Incorporation (as amended, the "Certificate of
Incorporation") was filed by the Department of State on July 9, 1928.

      (3) The Certificate of Incorporation is hereby changed to effect a change
in the aggregate number of shares of common stock which the Corporation shall
have the authority to issue from 2,250,000 shares to 10,000,000 shares.

      (4) Article THIRD of the Certificate of Incorporation, as amended by
Certificate of Amendment dated December 2, 1983, now provides as follows:

            "THIRD: The amount of capital stock which this Corporation shall
            have is $750,000. The total number of shares which the Corporation
            is authorized to issue is 2,250,000 shares of common stock with a
            par value of $.33 1/3 each."

      (5) Paragraph "THIRD" of the Certificate of Incorporation of the
Corporation is hereby amended to read as follows:

            "THIRD" The amount of capital stock which this Corporation shall
            have is $750,000. The aggregate number of shares which the
            Corporation shall have the authority to issue is 10,000,000 shares
            of common stock with a par value of $.33 1/3 each.

      (6) The number, par value and class of issued shares is not changed by
this amendment.

      (7) The number of unissued shares of stock is increased by 7,750,000. The
class and par value of the total number of unissued shares are not changed by
this amendment.

      (8) This amendment to the Certificate of Incorporation was authorized by
unanimous vote of the board of directors and was subsequently authorized by the
majority vote of the shareholders entitled to vote.

      IN WITNESS WHEREOF, we have hereunto subscribed this Certificate of
Amendment this 15th day of March, 2000.


                 Peggy A. Murphy                          Howard Pinsley
                 ---------------                          --------------
            Peggy A. Murphy, Secretary              Howard Pinsley, President


51